By AMT Sample Clauses

By AMT. AMT agrees to defend Amgen and its directors, officers, employees and agents (the “Amgen Indemnified Parties”) at AMT’s cost and expense, and will indemnify and hold Amgen and the other Amgen Indemnified Parties harmless from and against any Losses resulting from any Third Party claim (including product liability claims) arising out of or otherwise relating to (i) the gross negligence or willful misconduct of AMT, (ii) the Exploitation of any GDNF Product by or on behalf of AMT or its Affiliates, or (iii) breach of this Agreement or the representations and warranties made hereunder by AMT; except, in each case, to the extent such Losses result from clause (i) or (ii) of Section 9.9.1 (By Amgen). In the event of any such claim against the Amgen Indemnified Parties by a Third Party, Amgen shall promptly notify AMT in writing of the claim (provided, however, that any failure or delay to notify shall not excuse any obligation of AMT except to the extent AMT is actually prejudiced thereby) and AMT shall solely manage and control, at its sole expense, the defense of the claim and its settlement; provided, however, that AMT shall not settle any such claim without the prior written consent of Amgen if such settlement does not include a complete release from liability or if such settlement would involve undertaking an obligation (including the payment of money by an Amgen Indemnified Party), would bind or impair an Amgen Indemnified Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of Amgen is invalid or unenforceable. The Amgen Indemnified Parties shall cooperate with AMT and may, at their option and expense, be represented in any such action or proceeding by counsel of their own choosing.